REG - Volution Group plc - Half Year Results
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RNS Number : 3044W Volution Group plc 12 March 2026
Thursday 12 March 2026
VOLUTION GROUP PLC
Interim results for the six months ended 31 January 2026
Strong first half performance; good organic growth and further organic margin
expansion
Volution Group plc ("Volution" or "the Group" or "the Company", LSE: FAN), a
leading international designer and manufacturer of energy efficient indoor air
quality solutions, today announces its unaudited interim financial results for
the six months ended 31 January 2026.
RESULTS SUMMARY
Adjusted(1) Statutory
H1 2026 H1 2025 Change % H1 2026 H1 2025 Change %
Revenue (£m) 228.7 187.8 +21.7% 228.7 187.8 +21.7%
Operating profit (£m) 51.6 42.6 +21.1% 44.0 31.6 +39.1%
Operating profit margin (%) 22.6% 22.7% -0.1pp 19.2% 16.8% +2.4pp
Profit before tax (£m) 46.5 38.6 +20.7% 37.6 25.7 +46.5%
Basic EPS (pence) 18.2 15.3 +19.0% 14.5 9.5 +52.6%
Operating cash flow (£m) 51.6 47.9 +7.7% 47.1 40.6 +16.4%
Operating cash conversion 98% 110% -12pp
Interim dividend per share (p) 4.0 3.4 +17.6% 4.0 3.4 +17.6%
Return on Invested Capital (ROIC) 24.6% 25.0% -0.4pp
FINANCIAL HIGHLIGHTS
· Total revenue growth of 21.7%, of which +4.2% (constant currency
"cc") organic, +16.4% inorganic and +1.1% favourable currency impact
· Strong volume-led organic revenue growth of +4.2% (cc), with each
of the UK, Continental Europe and Australasia growing organically
· Adjusted operating profit margin of 22.6%, with organic margin
expansion of 40bps offset by anticipated Fantech dilution
· Good cash conversion of 98% with debt leverage at 1.3x, as our
business continues to generate strong cash flow enabling us to execute our
organic and inorganic growth strategy
· Interim dividend up 17.6% to 4.0 pence per share demonstrating the
Board's confidence in the Group's prospects
OPERATIONAL HIGHLIGHTS
· Agreement to acquire AC Industries with completion on 2 February
2026, further strengthening our broad proposition in Australasia, giving us
exposure to new and fast-growing end markets in gold and copper mining
· Continued to strengthen our regional management structure, with
particular attention to the leadership roles reporting to each regional
director
· Low carbon revenue increased to 72.1%, with continued growth in
heat recovery and low carbon continuous running solutions
· Capex of £4.3 million (H1 25: £2.8 million) included investment
in injection moulding capacity in the UK, Nordics metal fabrication
capability, and our ongoing facility expansion programme in ERI, North
Macedonia
Commenting on the Group's performance, Ronnie George, Chief Executive Officer,
said:
"I am delighted to report another strong performance in the first half of
FY26, extending our track record of delivering sustainable double-digit
compounding growth. All three regions achieved constant currency organic
revenue growth in line with or ahead of our 3-5% target range, alongside
organic operating margin expansion driven by positive sales mix, sourcing and
engineering initiatives, and continued operational efficiencies.
The short to medium-term outlook for the Group remains very encouraging,
supported by favourable regulatory tailwinds and market dynamics. Whilst end
markets remain uncertain, with for example the slower than expected recovery
in UK construction volumes, our geographic diversity continues to provide
resilience. The Nordic region, which has faced significant challenges in
recent years, is showing encouraging signs of recovery, and demand for our
decentralised heat recovery retrofit solutions in the Netherlands remains
robust.
It was also an exciting period for our acquisition strategy. The successful
integration of Fantech, acquired last year, contributed to total revenue
growth of 21.7%. The acquisition of AC Industries on 2 February 2026, further
strengthens our position in Australia and provides entry into the attractive
underground gold and copper mining ventilation systems markets. Volution's
strong and dependable cash generation continues to provide headroom to pursue
further compelling acquisition opportunities.
We are mindful of the recent heightened geopolitical instability, and we
remain agile and proactive to the potentially changing conditions. Following
the Group's strong first half performance, we expect to make further strategic
and operational progress in the second half of the year and the Board now
expects adjusted earnings per share for FY26 to be at the top end of the range
of market forecasts*."
* Current market forecasts for the year ending 31 July 2026 are for adjusted
earnings per share in the range of 35.0p to 36.5p with a consensus of 35.8p
(Source: Bloomberg)
-Ends-
1 The Group uses some alternative performance measures to track and assess
the underlying performance of the business. These measures include adjusted
operating profit, adjusted operating profit margin, adjusted profit before
tax, adjusted basic EPS, adjusted operating cash flow, return on invested
capital and adjusted operating cash flow conversion. The reconciliation of the
Group's statutory profit before tax to adjusted measures of performance is
summarised in note 2 to the interim condensed consolidated financial
statements. For a definition of all the adjusted and non-GAAP measures, please
see the glossary of terms in note 15 to the interim condensed consolidated
financial statements.
For further information:
Enquiries:
Volution Group plc
Ronnie George, Chief Executive Officer ir@volutiongroupplc.com
Andy O'Brien, Chief Financial Officer ir@volutiongroupplc.com
FTI Consulting +44 (0) 203 727 1340
Richard Mountain/Ariadna Peretz
A meeting for analysts will be held at 09:30am GMT today, Thursday 12 March
2026, at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street,
London, EC1A 4HD. Please contact FTI_Volution@fticonsulting.com to register to
attend or for instructions on how to connect to the meeting via conference
facility.
A copy of this announcement and the presentation given to analysts will be
available on our website www.volutiongroupplc.com
(http://www.volutiongroupplc.com) on Thursday 12 March 2026.
Volution Group plc Legal Entity Identifier: 213800EPT84EQCDHO768.
Note to Editors:
Volution Group plc (LSE: FAN) is a leading international designer and
manufacturer of energy efficient indoor air quality solutions. Volution Group
comprises 30 key brands across three regions:
UK: Vent-Axia, Manrose, Diffusion, National Ventilation, Airtech, Breathing
Buildings, Torin.
Continental Europe: Fresh, PAX, VoltAir, Kair, Air Connection, inVENTer,
Ventilair, ClimaRad, ERI Corporation, VMI, I-Vent.
Australasia: Simx, Ventair, Manrose, DVS, Fantech, Ideal Air, NCS Acoustics,
Air Design, Major Air, Systemaire, Burra Steel, ACI.
For more information, please go to: www.volutiongroupplc.com
(http://www.volutiongroupplc.com/)
Cautionary statement regarding forward-looking statements
This document may contain forward-looking statements which are made in good
faith and are based on current expectations or beliefs, as well as assumptions
about future events. You can sometimes, but not always, identify these
statements by the use of a date in the future or such words as "will",
"anticipate", "estimate", "expect", "project", "intend", "plan", "should",
"may", "assume" and other similar words. By their nature, forward-looking
statements are inherently predictive and speculative and involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. You should not place undue reliance on these
forward-looking statements, which are not a guarantee of future performance
and are subject to factors that could cause our actual results to differ
materially from those expressed or implied by these statements. The Company
undertakes no obligation to update any forward-looking statements contained in
this document, whether as a result of new information, future events or
otherwise.
CHIEF EXECUTIVE OFFICER'S REVIEW
Overview
Volution delivered a strong first‑half performance, continuing the excellent
momentum built throughout FY25. Although end markets remained challenging-with
low levels of new‑build volume and ongoing inflationary pressures in both
labour and materials-we continue to capitalise on regulatory tailwinds and
specific market dynamics. Our agility has enabled us to gain share and win new
accounts, supporting continued organic growth. We are particularly pleased
that all three geographic regions achieved revenue and profit growth versus
the prior year, with each region also delivering an increase in organic
operating profit margins.
I remain hugely thankful for the significant contribution our more than 2,200
colleagues across the Group make in delivering our purpose of providing
"Healthy Air, Sustainably." Once again, we have made strong progress in
employee engagement and participation across all areas of the business.
Volution has continued to deliver organic revenue growth despite mixed and
often challenging end‑market conditions. Our organic growth of 4.2% at
constant currency (cc) in the first half continues our track record of
year‑on‑year growth, and I am proud to lead an organisation that performs
with such resilience and consistency. We also benefited from the inorganic
growth driven by the acquisition of Fantech Group in December 2024-our largest
acquisition to date-which increased revenue by 16.4%, contributing to overall
growth of 21.7% (20.6% at cc).
In the first half of FY26, Volution faced continued inflation in labour and
material costs. We addressed these challenges through appropriate price
management, operational excellence, manufacturing efficiency, value
engineering and product innovation. Multiple initiatives across all regions
offset much of the inflation, leading to our organic margin improvement across
the Group.
Having listed in 2014 with annual revenues of around £100 million, I am
delighted that Volution is firmly on track to exceed £500 million in annual
revenue in the foreseeable future. Our strategy-targeting 3-5% organic growth,
complemented by inorganic expansion, to consistently deliver more than 10%
total revenue growth-has proven robust and reliable throughout our time as a
listed business.
Our inorganic strategy continues to deliver. The Fantech acquisition has been
successfully integrated over the past year. On 2 February 2026, we completed
the acquisition of AC Industries, an Australian ventilation provider for gold
and copper mines, which immediately boosts earnings and further strengthens
and diversifies our position in Australasia.
We have a strong balance sheet, with our debt leverage at 31 January 2026
(before the ACI acquisition) at 1.3x. Our business continues to generate
strong cash flow, supporting our strategy for further inorganic growth.
Volution will also continue to use its solid cash generation to invest in the
business, expanding production capacity in North Macedonia and adding further
capacity from completing moulding and extrusion projects in the UK.
Throughout this period, we have continued to strengthen our regional
management structure, with particular attention to the leadership roles
reporting to each regional director. This structure has now been in place for
over a year and is proving effective, as local regions collaborate closely to
develop their teams. As we expand both organically and through acquisitions,
we are placing significant emphasis on management capacity and capability. I
feel fortunate to be supported by such a strong team.
During the period we appointed a new UK Operations Director, overseeing all UK
manufacturing and fulfilment, and we are in the process of recruiting a new
leader in Germany, where market conditions have been challenging for several
years. We were also delighted to welcome a new Group IT Director, who will
lead and support our teams in using technology as a driver of operational
excellence, innovation and business growth.
To address the Group's growing management needs, we are finalising a new
management development initiative called "The Leadership Impact Programme."
This programme, designed by our Group HR Director, builds upon the success of
our previous Management Development Programme and aims to highlight our agile
and entrepreneurial way of running the business. The Leadership Impact
Programme will launch in the second half of FY26.
Results
Revenue grew by 21.7%, (+20.6% at cc), organic growth of +4.2%(cc), inorganic
growth of +16.4% and a positive impact of +1.1% from foreign currency
translation.
Adjusted operating profit increased by 21.1% to £51.6 million in H1 2026 from
£42.6 million in the prior period. Statutory operating profit was £44.0
million (H1 2025: £31.6 million). Adjusted operating margins decreased by
10bps to 22.6% (H1 2025: 22.7%) due to the margin-dilutive impact from the
acquisition last year of Fantech. On a purely organic basis, margins increased
to 23.1% from 22.7% in the prior year, a testament to our focus on operational
excellence and upselling capabilities across the Group.
Adjusted profit before tax was £46.5 million, up 20.7% versus the prior
period (H1 2025: £38.6 million). Statutory profit before tax was £37.6
million, up 46.5% versus the prior period (H1 2025: £25.7 million).
Adjusted basic earnings per share increased by 19.0% to 18.2 pence (H1 2025:
15.3 pence). Statutory basic earnings per share increased by 52.6% to 14.5
pence (H1 2025: 9.5 pence).
Adjusted operating cash inflow increased to £51.6 million (H1 2025: £47.9
million), giving a cash conversion of 98% (H1 2025: 110%).
Acquisitions
On 10 December 2025 we announced the signing of an agreement to acquire AC
Industries, in Australasia, for an initial consideration of AUD$150.3 million
(£76.0 million) on a debt free cash free basis, with a further contingent
consideration opportunity of up to AUD$28.9 million (£14.8 million) based on
stretching EBITDA targets for the period ending 31 July 2029. The transaction,
which completed shortly after the period end, further strengthens our broad
proposition in Australasia and gives us exposure to a new and fast-growing end
markets in gold and copper mining.
Our operating model produces consistently strong cash generation and is
supported by an ongoing pipeline of acquisition opportunities that ensure we
are well placed to continue our inorganic revenue growth ambitions whilst
maintaining strong returns on invested capital.
Regulatory drivers and indoor air quality
Regulations aimed at improving energy performance of buildings and increasing
indoor air quality continue to be a supportive feature in our markets.
In the UK, the Future Homes Standard is now signposted for launch Q1 2026.
This will reduce the carbon emission from buildings further and provide net
zero ready homes. The Home Energy Model is delayed beyond that date and so SAP
10.3 will continue to be the sole approved calculation method for carbon
emissions. This will continue to support the adoption of energy efficient
ventilation solutions that we have seen since the 2021 Building Regulation
changes in the UK.
In addition, Awaab's Law, which was introduced through the Social Housing
(Regulation) Act 2023 came into force in October 2025. This requires social
housing landlords to investigate and remedy damp and mould hazards within
strict legal timeframes, strengthening ongoing demand for effective
ventilation solutions to prevent moisture build-up and ensure compliance with
indoor air quality standards.
The implementation of the revised EU Energy Performance of Buildings Directive
(EPBD) continues to progress, with national renovation plans under review and
full implementation expected from 2026 onwards. The Directive is expected to
accelerate the decarbonisation of Europe's building stock and drive increased
adoption of energy-efficient ventilation solutions, particularly in the
renovation sector. The Group is well positioned to benefit from these
structural market drivers across its continental European operations.
In Australia, NCC2025 Preview was published 1 February 2026, providing early
access to the next edition. Jurisdictions can consider adoption from 1 May
2026. In respect to the changes, the focus has been on Volume 1 (commercial
buildings), with the largest change to impact Volution being a significant
increase in stringency on fan efficiency requirements, helping drive demand
for lower carbon solutions.
Focus on sustainability
The proportion of our revenue from low carbon products continues to grow. We
are now at 72.1%, (H1 2025: 67.8%) with regulatory tailwinds driving the
growth versus prior year. Our proportion of sales of heat recovery products
was 34.8% excluding Fantech (32.5% H1 25). In Fantech, heat recovery is
currently only 3% of sales, however integration is going well with new
products from the Group introduced in H1 2026, supporting further growth in
the category.
The proportion of recycled plastics used in our manufacturing marginally
decreased to 82.3% (H1 2025: 84.6%). This has primarily been driven by limited
availability of recycled polymer. In the period we increased our usage of
recycled polymers by 7.4%, although overall usage grew faster. We are
trialling new sources of recycled material to enable increased adoption across
the Group and expect improvement for the second half.
Our reportable accident frequency rate has increased slightly to 0.21 per
100,000 hours worked compared to 0.15 for H1 2025. We have continued to focus
on improving safety culture, encouraging reporting of all incidents, including
minor events that may have previously gone unrecorded. Importantly, the data
provides valuable insight that is being used to target preventative measures,
reinforce training and further enhance risk controls.
Interim dividend
The Board has declared an interim dividend of 4.0 pence per share, up 17.6%
(H1 2025: 3.4 pence), reflecting the strong first half performance and
demonstrating the Board's confidence in the Group's prospects. The interim
dividend will be paid on 5 May 2026 to shareholders on the register at the
close of business on 27 March 2026.
Outlook
I am delighted to report another strong performance in the first half of FY26,
extending our track record of delivering sustainable double-digit compounding
growth. All three regions achieved constant currency organic revenue growth in
line with or ahead of our 3-5% target range, alongside organic operating
margin expansion driven by positive sales mix, sourcing and engineering
initiatives, and continued operational efficiencies.
The short to medium-term outlook for the Group remains very encouraging,
supported by favourable regulatory tailwinds and market dynamics. Whilst end
markets remain uncertain, with for example the slower than expected recovery
in UK construction volumes, our geographic diversity continues to provide
resilience. The Nordic region, which has faced significant challenges in
recent years, is showing encouraging signs of recovery, and demand for our
decentralised heat recovery retrofit solutions in the Netherlands remains
robust.
It was also an exciting period for our acquisition strategy. The successful
integration of Fantech, acquired last year, contributed to total revenue
growth of 21.7%. The acquisition of AC Industries on 2 February 2026, further
strengthens our position in Australia and provides entry into the attractive
underground gold and copper mining ventilation systems markets. Volution's
strong and dependable cash generation continues to provide headroom to pursue
further compelling acquisition opportunities.
We are mindful of the recent heightened geopolitical instability, and we
remain agile and proactive to the potentially changing conditions. Following
the Group's strong first half performance, we expect to make further strategic
and operational progress in the second half of the year and the Board now
expects adjusted earnings per share for FY26 to be at the top end of the range
of market forecasts*.
Ronnie George
Chief Executive Officer
11 March 2026
* Current market forecasts for the year ending 31 July 2026 are for adjusted
earnings per share in the range of 35.0p to 36.5p with a consensus of 35.8p
(Source: Bloomberg)
Regional Review
United Kingdom
6 months to 6 months to Growth
31 Jan 2026 31 Jan 2025 %
£m £m
Residential 57.4 55.1 4.2
Commercial 13.3 14.4 (7.3)
Export 8.2 6.8 20.3
OEM 7.6 7.0 7.6
Total UK revenue 86.5 83.3 3.8
Adjusted operating profit 22.7 21.4 6.2
Adjusted operating profit margin (%) 26.3 25.7 0.6pp
Statutory operating profit 21.8 20.5 6.5
UK revenue increased by 3.8% to £86.5 million, with adjusted operating profit
rising to £22.7 million, an improvement of £1.3 million (6.2%) compared to
the previous year. The adjusted operating profit margin rose to 26.3%, up from
25.7% in H1 2025, supported by substantial value engineering efforts, a
growing proportion of low carbon continuous ventilation solutions in the
product mix, and ongoing initiatives focused on operational excellence. This
margin expansion is notable given investments made to increase installed
capacity, particularly with the establishment of a new residential heat
recovery systems facility in Dudley, West Midlands.
The Company continues its commitment to delivering innovative ventilation
systems, supported by exceptional customer service. Market data indicates
further gains in residential market share during the first half of the year.
Residential
Revenue in our Residential sector increased by 4.2% to £57.4 million (H1
2025: £55.1 million). The consistent growth in residential sales over recent
years, especially when measured against the strong comparator period in FY25,
underscores this achievement.
Our residential ventilation activities target three market areas: UK public
and private refurbishment, and new home construction. Growth was largely
driven by new build, while refurbishment remained stable. Our Vent-Axia brand
continued to expand, especially with the "Revive" ventilation range and a new
integrated system developed with Switchee, which includes wireless air quality
monitoring. Though initial revenue from this product is modest, we expect
ongoing innovation will maintain our leadership.
Awaab's Law has heightened awareness of mould and condensation risks,
resulting in good demand across social housing. Our private RMI activity
remained resilient despite generally low levels of consumer confidence and
rental market trends. Regulatory changes since 2022 have accelerated adoption
of continuous ventilation systems in new build, which continued to be the best
performing residential category in H1. Heat recovery penetration now stands at
41.2% in our UK new build.
Despite our continued positive momentum, the low level of UK housing starts to
present a challenge. We do though anticipate that improvements in interest
rates, affordability, and planning should be supportive of stronger demand in
the coming years.
Commercial
Revenue in the Commercial sector dropped 7.3% to £13.3 million (H1 2025:
£14.4 million). Despite investments in factory capacity and manufacturing at
Dudley, UK commercial performance was weaker than expected as the market
environment continued to be challenging. We are underweight in this market but
continue investing in personnel and manufacturing capabilities to support
growth. Sales leadership changes in Breathing Buildings and Diffusion brands
aim to sharpen our focus. We are enhancing our product portfolio for the
London fan coil market and new schools building programmes, positioning us
well for future opportunities. Operational improvements and product
enhancements have strengthened our ability to capitalise on the commercial
market moving forward.
Export
Revenue in the Export sector increased by 20.3% to £8.2 million (H1 2025:
£6.8 million).
This represents continued strong growth during the first half of the year,
sustaining previous positive revenue trends. In Ireland, we maintain a solid
partnership with our distributor and are consistently meeting growing demand.
The Irish residential construction market remains active, with adoption of
energy-efficient ventilation solutions advancing considerably faster than in
the UK. Progress in other export markets is ongoing, and the pipeline of
opportunities remains promising.
OEM
Revenue in the OEM sector rose by 7.6% to £7.6 million (H1 2025: £7.0
million).
We continue to achieve steady progress in OEM operations, emphasising
improvements in both quality and delivery reliability. Our strategic focus on
low-energy motorised impellers for heating and ventilation has contributed to
acquiring new accounts and strengthening our position with existing clients.
The manufacturing team has implemented substantial enhancements to factory
performance, resulting in a growing forward order book and development
pipeline. The operational excellence programme in Swindon is progressing well,
with further initiatives scheduled for the second half of FY26.
Continental Europe
6 months to 6 months to Growth Growth (cc)
31 Jan 2026 31 Jan 2025 % %
£m £m
Nordics 26.6 23.9 11.5 4.1
Central Europe 48.8 44.2 10.2 6.0
Total Continental Europe revenue 75.4 68.1 10.7 5.3
Adjusted operating profit 19.1 16.4 16.3
Adjusted operating profit margin (%) 25.3 24.1 1.2pp
Statutory operating profit 16.4 13.7 19.5
Revenue in Continental Europe reached £75.4 million, representing an increase
of 10.7% (5.3% at cc). Adjusted operating profit rose to £19.1 million from
£16.4 million in the same period of the previous year, corresponding to a
profit growth of approximately 16%.
Adjusted operating margins improved to 25.3%, up from 24.1% in H1 2025,
supported by a continued shift towards low carbon revenue streams and an
ongoing emphasis on operational excellence.
Nordics
Revenue in the Nordics totalled £26.6 million (H1 2025: £23.9 million), an
increase of 11.5% (4.1% at cc).
After a prolonged period of subdued performance in the Nordic market, initial
indications suggest a gradual recovery is underway. The residential
refurbishment segment has demonstrated resilience and is showing upward
momentum. In the new build sector, particularly in Sweden and Finland, our
order book has grown and there is a sense of improved market sentiment. While
our exposure remains greater in refurbishment, we have made substantial
investments in our facilities to better support the new build segment. We have
initiated a comprehensive range improvement programme focused on new build to
position ourselves for increased market share in this area moving forward.
Central Europe
Revenue in Central Europe reached £48.8 million, up from £44.2 million in
the first half of 2025 - a rise of 10.2% (6.0% at cc).
In Germany, our revenue has stabilised after a difficult period. A new German
managing director will join us in April 2026, and we have hired an experienced
ventilation specialist who brings a fresh perspective as the market becomes
more receptive to new growth opportunities. With support from our Regional
Leadership team and brands like ClimaRad and I-Vent, we are well positioned to
leverage our product portfolio and capture additional market share.
ClimaRad stood out as Europe's star performer in the first half, delivering
sustained, strong revenue growth. We continue to invest in the team, expand
the Sarajevo production facility, and develop our range of products. Our heat
recovery and ventilation solutions for residential refurbishments in the
Netherlands have excelled again this year, establishing a robust pipeline of
future opportunities.
In North Macedonia, Energy Recovery Industries is making investments aimed at
expansion. Refurbishment of the new factory is progressing well and once
complete, our manufacturing space will have doubled. The team remains focused
on broadening our product offering, enabling us to gain market share where we
currently lag behind.
Belgium and France continue to experience challenging market conditions.
Measures have been taken in Belgium to lower costs, and the local team is
prepared to capitalise on the residential construction sector when it picks up
again. In France, several initiatives to boost product gross margins have
yielded positive results. Although progress toward expanding our product range
and market share has been slow, we plan to launch our new mechanical extract
ventilation system tailored to the French market in the second half of FY26.
Australasia
6 months to 6 months to Growth Growth (cc) Organic
31 Jan 2026 31 Jan 2025 % % Growth (cc)
£m £m %
Residential 35.3 26.8 32.3 37.4 5.2
Commercial 31.5 9.6 225.1 226.5 (1.9)
Total Australasia revenue 66.8 36.4 83.6 87.8 3.3
Adjusted operating profit 13.6 7.8 75.3
Adjusted operating profit margin (%) 20.4 21.4 (1.0)pp
Statutory operating profit 11.4 2.3 387.6
Revenue in Australasia reached £66.8 million (H1 2025: £36.4 million), an
83.6% increase (87.8% at cc) primarily driven by the acquisition of Fantech,
alongside organic revenue growth of 3.3% at cc. Adjusted operating profit rose
by 75.3% to £13.6 million (H1 2025: £7.8 million), while our adjusted
operating margin decreased as anticipated to 20.4% (H1 2025: 21.4%) owing to
Fantech's lower margin profile.
We marked one year since the completion of the Fantech acquisition in December
2024. Under the leadership of Anthony Lamaro, our regional operations have
progressed substantially, with a robust team now supporting market-leading
positions in residential and commercial ventilation across Australia and New
Zealand. Notably, the successful integration of both new and legacy brands has
yielded a strengthened market proposition.
While construction market conditions in Australasia remain comparable to those
in the UK and Europe, continuous improvements are being made through
operational excellence practices and collaboration among group functional
leaders in procurement, technical, product management, and people and culture.
Further substantial opportunities for efficiency enhancements and product cost
optimisation have been identified and will be closely monitored throughout the
second half of FY26 and beyond.
Revenue growth in the first half was significantly bolstered by the Fantech
acquisition, increasing 87.8% at cc year-over-year. Organic growth amounted to
3.3% at cc, comprising a 5.2% at cc increase in residential activity and a
1.9% at cc decline within the Commercial sector.
Residential
Residential organic revenue grew by 5.2% at cc, despite ongoing challenges in
New Zealand, where our Simx brand has faced difficulties in recent years.
Nevertheless, sizeable progress has been achieved with the DVS brand since its
2023 acquisition. Local teams are finalising succession plans, as original
owners Tony and Liz Sandes and Sue Roberts are due to depart before the end of
FY26. With their support, we have established significant improvements in both
gross and operating profit margins, and additional opportunities exist for
further revenue and margin uplifts.
In Australia, residential ventilation spans multiple brands; Ventair continues
to focus on ceiling fans and refurbishment projects, while Fantech provides
more tailored solutions. The team has identified several requirements for new
low-carbon products, with notable launches planned for the year's second half.
Commercial
Commercial activities generated £31.5 million in the first half (H1 2025:
£9.6 million), reflecting a marked increase due to the Fantech acquisition.
Organic revenue declined by 1.9% at cc, attributable to subdued demand in
Australia's commercial construction market. Our portfolio has shifted towards
new builds and large-scale refurbishments, sectors experiencing project delays
yet presenting pent-up demand. Successful launches of new commercial heat
recovery systems signify industry movement toward energy-efficient products
and ventilation with heat recovery, although decarbonisation is progressing at
a slower pace compared to Europe.
Several product and factory optimisation initiatives are underway to enhance
profitability, including increased insourcing for fan casing production at
Burra Steel factory and additional measures to reduce costs by internalising
previously outsourced procurement needs.
Acquisition
On 2 February 2026 (post period end), we completed the acquisition of AC
Industries for an upfront consideration of AUD$150.3 million (£76.0 million).
We warmly welcome Tony Wigg and his experienced team to the Group and look
forward to supporting their ambitious growth strategy. AC Industries commands
a leading position in ventilation ducting systems within Australia; we will
support the Company to leverage this strength and expand internationally to
increase its global presence in gold and copper mining ventilation systems.
FINANCIAL REVIEW
6 months ended 31 January 2026 6 months ended 31 January 2025
Statutory Adjustments Adjusted Statutory Adjustments Adjusted
£m £m results £m £m results
£m £m
Revenue 228.7 - 228.7 187.8 - 187.8
Gross profit 117.0 - 117.0 91.7 4.2 95.9
Administration and distribution costs excluding the costs listed below (65.4) - (65.4) (53.3) - (53.3)
Re-measurement of contingent consideration (1.3) 1.3 - - - -
Amortisation of intangible assets acquired through business combinations (5.9) 5.9 - (4.9) 4.9 -
Costs of business combinations (0.4) 0.4 - (1.9) 1.9 -
Operating profit 44.0 7.6 51.6 31.6 11.0 42.6
Re-measurement of financial liability - - - (0.4) - (0.4)
Unwinding of discount on consideration (0.5) 0.5 - (3.1) 3.1 -
Net (loss)/gain on financial instruments at fair value (0.8) 0.8 - 1.2 (1.2) -
Other net finance costs (5.1) - (5.1) (3.6) - (3.6)
Profit before tax 37.6 8.9 46.5 25.7 12.9 38.6
Income tax (8.8) (1.7) (10.5) (6.8) (1.5) (8.3)
Profit after tax 28.8 7.2 36.0 18.9 11.4 30.3
The Group uses some alternative performance measures to track and assess the
underlying performance of the business. These measures include adjusted
operating profit, adjusted operating profit margin, adjusted profit before
tax, adjusted basic EPS, adjusted operating cash flow, return on invested
capital and adjusted operating cash flow conversion. The reconciliation of the
Group's statutory profit before tax to adjusted measures of performance is
summarised in note 2 to the interim condensed consolidated financial
statements. For a definition of all the adjusted and non-GAAP measures, please
see the glossary of terms in note 15 to the interim condensed consolidated
financial statements.
Results review
Group revenue for the six months ended 31 January 2026 increased by 21.7% to
£228.7 million (H1 2025: £187.8 million). Organic growth at constant
currency (cc) was 4.2%, inorganic growth (Fantech) contributed 16.4%, and
there was a favourable impact of 1.1% from foreign exchange movements.
Adjusted operating profit grew by 21.1% to £51.6 million (H1 2025: £42.6
million) with adjusted operating margins in the period of 22.6% (H1 2025:
22.7%). Organic margins increased by 0.4pp offset by a dilutive mix impact
of 0.5pp due to the lower margin inorganic revenue from Fantech.
Statutory operating profit grew by 39.1% to £44.0 million (H1 2025: £31.6
million). The £7.6 million of adjustments from statutory to adjusted
operating profit (H1 2025 £11.0 million) all related to acquisitions and
comprised:
· £nil: Amortisation of acquired inventory fair value adjustment
(H1 2025: £4.2 million)
· £1.3 million: Re-measurement of contingent consideration (H1
2025: £nil). The £1.3 million charge in the period related to DVS in New
Zealand following a strong improvement in recent financial performance
· £5.9 million: Amortisation of intangible assets acquired through
business combinations (H1 2025: £4.9 million)
· £0.4 million: Cost associated with business (H1 2025: £1.9
million)
Adjusted profit before tax was £46.5 million, up 20.7% versus the prior
period (H1 2025: £38.6 million).
Statutory profit before tax was £37.6 million, up 46.5% versus the prior
period (H1 2025: £25.7 million). The difference of £8.9 million between
adjusted and statutory profit before tax consists of the £7.6 million of
adjusting items described above and in addition:
· £0.5 million: Unwinding of discount on consideration was (H1
2025: £3.1 million).
· £0.8 million loss: Due to the fair value measurement of
financial instruments (H1 2025: gain of £1.2 million)
Adjusted basic earnings per share increased by 19.0% to 18.2 pence (H1 2025:
15.3 pence). Statutory basic earnings per share increased by 52.6% to 14.5
pence (H1 2025: 9.5 pence).
Cash generation in the period was strong, underpinned by good working capital
performance, with adjusted operating cash conversion ahead of our 90% target,
coming in at 98% (H1 2025: 110%).
The Board has declared an interim dividend of 4.0 pence per share, up 17.6%
(H1 2025: 3.4 pence).
Finance costs
Adjusted finance costs increased to £5.1 million (H1 2025: £3.6 million),
reflecting the increase in bank debt due to the acquisition of Fantech. The
weighted average interest rate on our borrowings (all of which are part of the
Group's sustainability linked Revolving Credit Facility) for the period was
4.4% compared to 5.0% in the first half of financial year 2025.
Statutory net finance costs were £5.9 million (H1 2025: £2.4 million)
including £0.8 million of net loss on the revaluation of financial
instruments (H1 2025: gain £1.2 million).
Currency impact
Aside from Sterling, the Group's key trading currencies for our non-UK
businesses are the Australian Dollar, representing 22% of Group H1 revenues,
Euro (23%), Swedish Krona (7%) and New Zealand Dollar (7%). We do not hedge
the translational exchange impact associated with the conversion of the
results of overseas subsidiaries, although we do denominate borrowings in our
non-Sterling trading currencies, which offsets some of the translation risk
relating to net assets.
The favourable translation impact in the period was due to the strengthening
of the Euro and Swedish Krona versus sterling. Translation impact was
adverse in respect of the New Zealand and Australian dollars, though worth
noting that there has been a marked strengthening of the Australian dollar
versus Sterling post the balance sheet date.
The average rates of Sterling versus our principal non-Sterling trading
currencies for the period are shown in the table below.
Average rate H1 FY26 Average rate H1 FY25 Movement
Euro 1.147 1.194 3.9%
Swedish Krona 12.562 13.684 8.2%
New Zealand Dollar 2.308 2.158 (6.9)%
Australian Dollar 2.032 1.962 (3.5)%
As at 31 January 2026 the Group had borrowings of £249.1 million (31 July
2025: £144.7 million), of which £66.2 million was denominated in Euros,
£16.5 million in Swedish Kronor and £166.4 million in Australian dollars.
The increase since the year end was due to the deferred consideration payment
of AUD$60 million (£29.7 million) relating to Fantech and the drawdown for
the initial consideration of AUD$150 million (£75.9 million) for the
acquisition of ACI which was completed on the 2 February 2026. The Sterling
value of these foreign currency denominated loans, net of cash, increased by
£6.2 million as a result of exchange rate movements (H1 2025: decreased by
£2.5 million).
Transactional foreign exchange exposures arise principally in the form of US$
denominated purchases from our suppliers in the Far East. We aim to purchase a
substantial proportion of our expected requirements approximately twelve
months forward and, as such, we have forward currency contracts in place for
approximately 85% of our forecast average forward requirements for the next
twelve months (approximately $25 million).
Taxation
Our underlying effective tax rate on adjusted profit before tax was 22.5%.
This compares with a full year FY2025 rate of 21.8%, the increase of 0.7
percentage points on our effective tax rates due to the acquisition of Fantech
with higher tax rates in Australia (30%) compared to the rest of the Group.
We expect our medium term underlying effective tax rate to be in the range of
22% to 25% of the Group's adjusted profit before tax.
Cash flow and net debt
Group cash conversion, defined as adjusted operating cash flow as a percentage
of adjusted earnings before interest, tax and amortisation (see note 15 for
definitions) was 98% (H1 2025: 110%). Performance in the period remained ahead
of our stated Group target of 90%, however slightly lower than prior period as
a result of an increase of working capital versus a decrease in the prior
period.
Working capital on a constant currency basis increased by £4.0 million in the
period (H1 2025: decrease of £1.0 million). Inventories (£74.8 million)
increased by £2.1 million on a constant currency basis compared to 31 July
2025 position (H1 2025: reduced by £1.2 million), lower than the increase in
sales volumes. Receivables (£70.5 million) decreased by £8.0 million
relative to 31 July 2025 position, due to a combination of seasonality in
Australasia (low activity month in January due to Christmas / summer vacation
period compared to July) and good collection management in the UK. Payables
(£75.4 million) decreased by £10.1 million again partly reflecting
Australasia seasonality as well as lower payables in UK and lower provisions
for bonuses, audit and professional fees and acquisition related costs.
Capital expenditure in the period was £4.3 million (H1 2025: £2.8 million),
with highlights in the period being our investment in injection moulding
capacity in our Reading facility in the UK (£0.9 million), Nordics metal
fabrication capability (£0.2 million), our ongoing facility expansion
programme in ERI, North Macedonia (£0.3 million) and new product development
related activity of £0.9 million.
Dividend payments in the period were £14.7 million (H1 2025: £12.3 million)
and tax payments were a little higher at £8.4 million (H1 2025: £8.2
million).
Acquisition spend consisted of £29.6 million (H1 2025: £106.7 million)
related to the Fantech deferred consideration of AUD$60 million.
Net debt at 31 January 2026 was £185.7 million (H1 2025: £186.8 million) and
includes bank borrowings of £249.1 million (H1 2025: £158.9 million) and
lease liabilities of £43.0 million (H1 2025: £38.6 million), net of cash and
cash equivalents of £106.4 million (H1 2025: £10.7 million). Net debt
(excluding lease liabilities) of £142.7 million (H1 2025: £148.2 million)
represents leverage of 1.3x adjusted EBITDA (H1 2025: 1.5x).
Bank facilities, refinancing and liquidity
On 9 January 2026, the Group increased its multicurrency 'Sustainability
Linked Revolving Credit Facility' from £230 million to £270 million, with a
remaining accordion facility of £30 million (31 July 2025: £70 million).
At 31 January 2026, the Group had £20.9 million of undrawn, committed bank
facilities (31 July 2025: £85.3 million) and £106.4 million of cash and cash
equivalents (31 July 2025: £18.7 million).
6 months to 6 months to
31 January 2026 31 January 2025
£m £m
Opening net debt at 1 August (165.7) (57.6)
Movements from underlying business operations:
Adjusted EBITDA(1) 59.1 48.7
Movement in working capital (4.0) 1.0
Share-based payments 0.8 1.0
Capital expenditure (4.3) (2.8)
Adjusted operating cash flow: 51.6 47.9
- Interest paid net of interest received (4.1) (3.0)
- Income tax paid (8.4) (8.2)
- Business combination related operating costs (0.4) (1.9)
- Dividend paid (14.7) (12.3)
- Purchase of own shares by the Employee Benefit Trust - (1.3)
Repayment of VMI acquired debt (0.1) -
- FX on foreign currency loans/cash (6.2) 2.5
- Issue costs of new borrowings (0.6) (1.8)
- Lease liabilities (3.2) (12.7)
- Payments of lease liabilities (4.3) (2.2)
Movements from acquisitions:
- Acquisition of remaining 25% of ClimaRad - (29.5)
- Acquisitions in the year, net of cash acquired - (106.7)
- Deferred consideration (29.6) -
Closing net debt at 31 January (185.7) (186.8)
6 months to
6 months to 31 January 2025
31 January 2026 £m
£m
Bank debt (249.1) (158.9)
Cash 106.4 10.7
Net debt (excluding lease liabilities) (142.7) (148.2)
Lease liabilities (43.0) (38.6)
Closing net debt at 31 January (185.7) (186.8)
(1) A reconciliation of the Group's statutory profit before tax to adjusted
measures of performance are shown in detail in note 2 to the interim condensed
consolidated financial statements.
Reconciliation of adjusted operating cash flow
6 months to 6 months to
31 January 2026 31 January 2025
£m £m
Net cash flow generated from operating activities 47.1 40.6
Capital expenditure (4.3) (2.8)
UK and overseas tax paid 8.4 8.2
Cash flow relating to business combination costs 0.4 1.9
Adjusted operating cash flow 51.6 47.9
High returns on invested capital (ROIC)
The Group's ROIC (pre-tax) for the period was 24.6%, measured as adjusted
operating profit for the last 12 months (LTM) divided by average net assets,
after adding back net debt, acquisition related liabilities, and historic
goodwill and acquisition related amortisation charges (net of the associated
deferred tax). The measure also excludes the goodwill and intangible assets
arising from the original transaction that created the Group when it was
bought out via a leveraged buy-out transaction by private equity house
Towerbrook Capital Partners in 2012.
We use a "3 point" methodology for the calculation of average net assets, and
H1 2026 represents the first period in which all three points include the net
assets associated with the acquisition of Fantech. The movement in ROIC from
25.2% at 31 July 2025 to 24.6% in H1 2026 reflects an organic improvement of
10bps, due to continued organic operating margin improvement, offset by the
impact of including Fantech fully in the calculation.
At the time of entry to the Group acquisitions will be dilutive to ROIC,
however our track record of improving the returns post-acquisition, coupled
with continued organic growth and strong margins, provides us with confidence
of maintaining Group ROIC above 20% over the medium term while continuing to
invest to grow the business.
Returns to shareholders
Our adjusted basic earnings per share for the period was 18.2 pence (H1 2025:
15.3 pence) and our statutory basic earnings per share for the period was 14.5
pence (H1 2025: 9.5 pence). The Board has declared an interim dividend of 4.0
pence (H1 2025: 3.4 pence), up 17.6% in total.
Going concern
After reviewing the Group's current liquidity, net debt, covenants, financial
forecasts and stress testing of potential risks, the Board confirms there are
no material uncertainties which impact the Group's ability to continue as a
going concern for the period to 31 July 2027 and these interim condensed
consolidated financial statements have therefore been prepared on a going
concern basis.
Andy O'Brien
Chief Financial Officer
11 March 2026
Principal Risks and Uncertainties
The Directors have reviewed the principal risks and uncertainties which could
have a material impact on the Group's performance. Whilst there has been an
increase in global economic uncertainty, the Directors have concluded that
they has been no material change from those described in Volution's Annual
Report 2025, which can be found at www.volutiongroupplc.com
(http://www.volutiongroupplc.com) .
Statement of Directors' Responsibilities
The Directors confirm that to the best of their knowledge:
The condensed consolidated set of financial statements has been prepared in
accordance with International Accounting Standard 34 'Interim Financial
Reporting' as adopted by the United Kingdom and that the interim management
report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements, and a description of the principal risks and uncertainties for the
remaining six months of the financial year; and
(b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the first six months of
the current financial year and that have materially affected the financial
position or the performance of the Group during that period; and any changes
in the related party transactions described in the Annual Report 2025 that
could do so.
The full list of current Directors can be found on the Company's website at
www.volutiongroupplc.com.
By order of the Board
Ronnie
George
Andy O'Brien
Chief Executive
Officer
Chief Financial Officer
11 March
2026
11 March 2026
Independent Review Report to Volution Group plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed Volution Group plc's condensed consolidated interim financial
statements (the "interim financial statements") in the Interim results of
Volution Group plc for the 6 month period ended 31 January 2026 (the
"period").
Based on our review, nothing has come to our attention that causes us to
believe that the interim financial statements are not prepared, in all
material respects, in accordance with UK adopted International Accounting
Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority.
The interim financial statements comprise:
● the Interim Condensed Consolidated
Statement of Financial Position as at 31 January 2026;
● the Interim Condensed Consolidated
Statement of Comprehensive Income for the period then ended;
● the Interim Condensed Consolidated
Statement of Cash Flows for the period then ended;
● the Interim Condensed Consolidated
Statement of Changes in Equity for the period then ended; and
● the explanatory notes to the
interim financial statements.
The interim financial statements included in the Interim results of Volution
Group plc have been prepared in accordance with UK adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued by the Financial Reporting
Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and, consequently, does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express
an audit opinion.
We have read the other information contained in the Interim results and
considered whether it contains any apparent misstatements or material
inconsistencies with the information in the interim financial statements.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410. However, future events
or conditions may cause the group to cease to continue as a going concern.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Interim results, including the interim financial statements, is the
responsibility of, and has been approved by the directors. The directors are
responsible for preparing the Interim results in accordance with the
Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority. In preparing the Interim results, including the
interim financial statements, the directors are responsible for assessing the
group's ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or to
cease operations, or have no realistic alternative but to do so.
Our responsibility is to express a conclusion on the interim financial
statements in the Interim results based on our review. Our conclusion,
including our Conclusions relating to going concern, is based on procedures
that are less extensive than audit procedures, as described in the Basis for
conclusion paragraph of this report.
Use of this report
This report, including the conclusion, has been prepared for and only for the
company for the purpose of complying with the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority and for no other purpose. We do not, in giving this conclusion,
accept or assume responsibility for any other purpose or to any other person
to whom this report is shown or into whose hands it may come save where
expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
London
11 March 2026
Interim Condensed Consolidated Statement of Comprehensive Income
For the period ended 31 January 2026
Notes Unaudited Unaudited
6 months to 6 months to
31 January 2026 31 January 2025
£000 £000
Revenue from contracts with customers 3 228,681 187,833
Cost of sales (111,674) (96,107)
Gross profit 117,007 91,726
Administrative and distribution expenses (71,289) (58,182)
Operating profit before separately disclosed items 45,718 33,544
Costs of business combinations (409) (1,945)
Fair value movement on contingent consideration (1,358) -
Operating profit 43,951 31,599
Finance income 159 1,319
Finance costs (6,038) (3,724)
Re-measurement of financial liabilities 10 - (455)
Unwinding of discounting on future consideration 10 (455) (3,057)
Profit before tax 37,617 25,682
Income tax 5 (8,824) (6,831)
Profit after tax 28,793 18,851
Other comprehensive income/(expense)
Other comprehensive income/(expense) that may be reclassified to profit or
loss in subsequent periods:
Exchange differences arising on translation of foreign operations 8,506 (4,992)
(Loss)/Gain on currency loans relating to the net investment in foreign (5,899) 2,774
operations
Other comprehensive gain/(loss) for the period 2,607 (2,218)
Total comprehensive income for the period, net of tax 31,400 16,633
Earnings per share
Basic earnings per share 6 14.5p 9.5p
Diluted earnings per share 6 14.3p 9.4p
Interim Condensed Consolidated Statement of Financial Position
At 31 January 2026
Notes 31 January 2026
Unaudited
£000 31 July
2025
Audited
Restated
£000
Non-current assets
Property, plant and equipment 35,814 34,010
Right-of-use assets 41,640 39,949
Intangible assets - goodwill 7 239,579 235,785
Intangible assets - others 8 121,959 125,246
438,992 434,990
Current assets
Inventories 74,754 71,294
Trade and other receivables 70,485 77,390
Cash and short-term deposits 106,353 18,780
251,592 167,464
Total assets 690,584 602,454
Current liabilities
Trade and other payables (61,618) (71,739)
Refund liabilities (13,833) (12,806)
Income tax liabilities (2,762) (2,308)
Other financial liabilities 10 (5,042) (31,597)
Interest-bearing loans and borrowings 11 (6,533) (6,396)
Provisions (2,172) (2,133)
(91,960) (126,979)
Non-current liabilities
Other financial liabilities 10 (1,600) (1,500)
Interest-bearing loans and borrowings 11 (283,816) (177,021)
Provisions (884) (730)
Deferred tax liabilities (24,522) (26,236)
(310,822) (205,487)
Total liabilities (402,782) (332,466)
Net assets 287,802 269,988
Capital and reserves
Share capital 2,000 2,000
Share premium 11,527 11,527
Treasury shares (5,860) (7,419)
Capital reserve 93,855 93,855
Share-based payment reserve 5,755 6,436
Foreign currency translation reserve (3,400) (6,007)
Retained earnings 183,925 169,596
Total equity 287,802 269,988
The interim condensed consolidated financial statements of Volution Group plc
(registered number: 09041571) were approved by the Board of Directors and
authorised for issue on 11 March 2026.
On behalf of the Board
Ronnie
George
Andy O'Brien
Chief Executive
Officer
Chief Financial Officer
Interim Condensed Consolidated Statement of Changes in Equity
For the period ended 31 January 2026
Share Share Treasury Capital Share-based Foreign Retained Total
capital premium shares reserve payment currency earnings Equity
£000 £000 £000 £000 reserve translation £000 £000
£000 reserve
£000
At 31 July 2024 (Audited) 2,000 11,527 (2,250) 93,855 5,427 (6,252) 141,616 245,923
Impact of accounting policy change - - (4,366) - - - 4,366 -
At 31 July 2024 as restated 2,000 11,527 (6,616) 93,855 5,427 (6,252) 145,982 245,923
Profit for the period - - - - - - 18,851 18,851
Other comprehensive loss - - - - - (2,218) - (2,218)
Total comprehensive income - - - - - (2,218) 18,851 16,633
Purchase of own shares - - (1,325) - - - - (1,325)
Exercise of shares options - - 1,342 - (1,348) - 6 -
Share-based payment including tax - - - - 1,038 - - 1,038
Dividend paid - - - - - - (12,278) (12,278)
At 31 January 2025 (Unaudited) 2,000 11,527 (6,599) 93,855 5,117 (8,470) 152,561 249,991
Profit for the period - - - - - - 22,682 22,682
Other comprehensive income - - - - - 2,463 - 2,463
Total comprehensive income - - - - - 2,463 22,682 25,145
Correction to IFRS 16 lease transition - - - - - - 932 932
Purchase of own shares - - (1,678) - - - - (1,678)
Exercise of shares options - - 858 - (311) - 148 695
Share-based payment including tax - - - - 1,630 - - 1,630
Dividend paid - - - - - - (6,727) (6,727)
At 31 July 2025 (Audited) 2,000 11,527 (7,419) 93,855 6,436 (6,007) 169,596 269,988
Profit for the period - - - - - - 28,793 28,793
Other comprehensive income - - - - - 2,607 - 2,607
Total comprehensive income - - - - - 2,607 28,793 31,400
Exercise of share options - - 1,559 - (1,480) - 218 297
Share-based payment including tax - - - - 799 - - 799
Dividend paid - - - - - - (14,682) (14,682)
At 31 January 2026 (Unaudited) 2,000 11,527 (5,860) 93,855 5,755 (3,400) 183,925 287,802
Interim Condensed Consolidated Statement of Cash Flows
For the period ended 31 January 2026
Notes Unaudited Unaudited
6 months to 6 months to
31 January 2026 31 January 2025
£000 £000
Operating activities
Profit for the period after tax 28,793 18,851
Adjustments to reconcile profit for the period to net cash flow from operating
activities:
Income tax 8,824 6,831
Gain on disposal of property, plant and equipment and intangible assets (8) (80)
Amortisation of acquired inventory fair value adjustment - 4,133
Re-measurement of financial liability relating to business combinations - 455
Fair value movement on contingent consideration 1,358 -
Unwinding of discounting on future consideration 455 3,057
Finance income (159) (1,319)
Finance costs 6,038 3,724
Share-based payment expense 799 1,038
Depreciation of property, plant and equipment 2,437 2,319
Depreciation of right of use assets 3,937 2,732
Amortisation of intangible assets 8 7,031 5,989
Working capital adjustments:
Decrease in trade and other receivables 8,039 1,217
(Increase)/decrease in inventories (2,069) 5,318
Amortisation of acquired inventory fair value adjustment - (4,133)
Decrease in trade and other payables (10,113) (2,083)
Increase in provisions 159 656
Cash generated by operations 55,521 48,705
UK income tax paid (2,500) (2,500)
Overseas income tax paid (5,872) (5,708)
Net cash flow generated from operating activities 47,149 40,497
Investing activities
Payments to acquire intangible assets 8 (921) (753)
Purchase of property, plant and equipment (3,442) (2,142)
Proceeds from disposal of property, plant and equipment and intangible assets 14 124
Payments to acquire subsidiaries, net of cash acquired 10 (29,559) (106,629)
Interest received 159 134
Net cash flow used in investing activities (33,749) (109,266)
Financing activities
Repayment of interest-bearing loans and borrowings (19,983) (57,261)
Proceeds from new borrowings 118,420 169,119
Repayment of VMI debt acquired (132) (130)
Consideration paid for 25% of ClimaRad and vendor loan - (29,509)
Issue costs of new borrowings (620) (1,799)
Interest paid (5,217) (3,095)
Payment of principal portion of lease liabilities (3,375) (2,225)
Dividend paid (14,682) (12,278)
Payments received for shares / (Purchase of own shares) 43 (1,325)
Net cash flow generated from financing activities 74,454 61,497
Net increase/(decrease) in cash and cash equivalents 87,854 (7,272)
Cash and cash equivalents at the start of the period 18,780 18,243
Effect of exchange rates on cash and cash equivalents (281) (294)
Cash and cash equivalents at the end of the period 106,353 10,677
Notes to the Interim Condensed Consolidated Financial Statements
For the period ended 31 January 2026
Volution Group plc (the Company) is a public limited company and is
incorporated and domiciled in the UK (registered number: 09041571). The share
capital of the Company is listed on the London Stock Exchange. The address of
its registered office is Fleming Way, Crawley, West Sussex RH10 9YX.
The unaudited interim condensed consolidated financial statements were
authorised for issue by the Board of Directors on 11 March 2026.
1. Basis of preparation
These condensed consolidated financial statements have been prepared in
accordance with UK-adopted International Accounting Standards (IAS) 34
'Interim financial reporting'. They do not include all disclosures that would
otherwise be required in a complete set of financial statements and should be
read in conjunction with the Annual Report 2025. The financial information for
the half years ended 31 January 2026 and 31 January 2025 do not constitute
statutory accounts within the meaning of Section 434(3) of the Companies Act
2006 and are unaudited.
The annual financial statements of Volution Group plc are prepared in
accordance with UK-adopted International Accounting Standards. The comparative
financial information for the year ended 31 July 2025 included within this
report does not constitute the full statutory accounts for that period. The
Annual Report 2025 has been filed with the Registrar of Companies. The
Independent Auditor's Report on the Annual Report 2025 was unqualified, did
not draw attention to any matters by way of emphasis, and did not contain a
statement under section 498(2) and 498(3) of the Companies Act 2006.
The accounting policies adopted are materially consistent with those of the
previous financial year except for income tax expense, which is recognised
based on management's estimate of the weighted average effective annual income
tax rate expected for the full financial year, and a change in accounting
policy with respect to transfers of treasury share reserves. They are
consistent with those of the corresponding interim reporting period except for
the change in accounting policy for treasury shares which has been revised to
transfer amounts out of the treasury share reserve on exercise rather than on
vesting which the Group believes provides users with more relevant
information. The only impact of this accounting policy change is within
reserves, and the classification of balances between treasury shares and
retained earnings. The full impact can be seen in the interim condensed
consolidated statement of changes in equity.
Going Concern
The financial statements have been prepared on a going concern basis. In
adopting the going concern basis, the Directors have considered external
factors, including potential scenarios arising from the political and
macroeconomic uncertainty arising from the invasion of Ukraine early in 2022,
from conflict in the Middle east, and from the Group's other principal risks
set out of page 11. Under a severe but plausible downside scenario, without
any mitigating actions taken by management, the Group remains comfortably
within its debt facilities and the attached financial covenants within the
period of assessment to 31 July 2027. The Directors therefore believe, at the
time of approving the financial statements, that the Group is well placed to
manage its business risks successfully and remains a going concern. The key
facts and assumptions in reaching this determination are summarised below. Our
financial position remains robust with the new debt facilities of £270
million, and an accordion of a further £30 million, reducing to £240 million
in October 2027 and maturing in September 2028 with an option to extend for a
further year. The financial covenants on these facilities are for leverage
(net debt/adjusted EBITDA) of not more than 3x and for interest cover
(adjusted EBITDA/net finance charges) of not less than 4x.
Our base case scenario has been prepared using robust forecasts from each of
our operating companies, with each considering the risks and opportunities the
businesses face.
We have then applied a severe but plausible downside scenario, based on a more
severe downturn than seen during the financial crisis and Covid pandemic, in
order to model the potential concurrent impact of:
• a general economic slowdown reducing revenue by 15%
compared with forecast, with a corresponding reduction in variable cost base;
• supply chain difficulties or input price increases
reducing gross profit margin by 10%; and
• a 1% interest rate increase impacting cost of debt.
A reverse stress test scenario has also been modelled which shows a revenue
contraction of c.20% against the base case with no mitigations would be
required to breach covenants, which is considered extremely remote in
likelihood of occurring. Mitigations available within the control of
management include reducing discretionary capex and discretionary indirect
costs.
Over the period of our climate change assessment (aligned to our going concern
assessment), we have concluded that there is no material adverse impact of
climate change and hence have not included any impacts in either our base case
or downside scenarios of our going concern assessment. We have not experienced
material adverse disruption during periods of adverse or extreme weather in
recent years, and we would not expect this to occur to a material level over
the period of our going concern assessment.
The Directors have concluded that the results of the scenario testing,
combined with the significant liquidity profile available under the revolving
credit facility, confirm that the Group remains a going concern.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group's accounting policies, management is required
to make judgements, estimates and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent from other sources.
In preparing the interim condensed consolidated financial statements, the
areas where judgement has been exercised and the key sources of estimation
uncertainty were the same as those applied to the consolidated financial
statements for the year ended 31 July 2025, other than the removal of certain
judgements and estimations applied in the accounting for the Fantech business
combination that are not relevant to the current period.
New standards and interpretations
Any new standards or interpretations in issue, but not yet effective, are not
expected to have a material impact on the Group's net assets or results.
Based on the Group's ongoing assessment, the Group does not anticipate any new
or revised standards and interpretations that are effective from 1 January
2026 and beyond to have a material impact on its condensed consolidated
financial statements, other than presentational changes required under IFRS 18
- Presentation and Disclosure in Financial Statements, the impact of which is
still being assessed.
2. Adjusted earnings
The Board and key management use some alternative performance measures to
track and assess the underlying performance of the business. These measures
include adjusted operating profit and adjusted profit before tax. These
measures are deemed helpful as they remove items that do not reflect the
day-to-day trading operations of the business and therefore their exclusion is
relevant to an assessment of the day-to-day trading operations, as opposed to
overall annual business performance. Such alternative performance measures are
not defined terms under IFRS and may not be comparable with similar measures
disclosed by other companies. Likewise, these measures are not a substitute
for IFRS measures of profit. A reconciliation of these measures of performance
to the corresponding statutory figure is shown below.
6 months to 6 months to
31 January 2026 31 January 2025
£000 £000
Profit after tax 28,793 18,851
Add back:
Amortisation of acquired inventory fair value adjustment - 4,133
Costs of business combinations 409 1,945
Fair value movement in contingent consideration 1,358 -
Unwinding of discounting on future consideration 455 3,057
Net loss/(gain) on financial instruments at fair value 809 (1,185)
Amortisation and impairment of intangible assets acquired through business 5,886 4,935
combinations
Tax effect of the above (1,654) (1,458)
Adjusted profit after tax 36,056 30,278
Add back:
Adjusted tax charge 10,478 8,289
Adjusted profit before tax 46,534 38,567
Add back:
Interest payable on bank loans, lease liabilities and amortisation of 5,229 3,724
financing costs
Re-measurement of financial liability relating to the business combination of - 455
ClimaRad
Finance income (159) (134)
Adjusted operating profit 51,604 42,612
Add back:
Depreciation of property, plant and equipment 2,437 2,319
Depreciation of right-of-use asset 3,937 2,732
Amortisation of development costs, software and patents 1,145 1,054
Adjusted EBITDA 59,123 48,717
For definitions of terms referred to above see note 15, Glossary of terms.
3. Revenue from contracts with customers
Revenue recognised in the statement of comprehensive income is analysed below:
6 months to 6 months to
31 January 2026 31 January 2025
£000 £000
Sale of goods 226,158 185,398
Installation services 2,523 2,435
Total revenue from contracts with customers 228,681 187,833
Market sectors 6 months to 6 months to
31 January 2026 31 January 2025
£000 £000
UK
Residential 57,383 55,088
Commercial 13,323 14,372
Export 8,198 6,814
OEM 7,550 7,018
Total UK 86,454 83,292
Nordics 26,632 23,889
Central Europe 48,807 44,270
Total Continental Europe 75,439 68,159
Total Australasia 66,788 36,382
Total revenue from contracts with customers 228,681 187,833
4. Segmental analysis
6 months ended 31 January 2026 UK Continental Australasia Central / Eliminations Consolidated
£000 Europe £000 £000 £000
£000
Revenue from contracts with external customers 86,454 75,439 66,788 - 228,681
Cost of sales (42,388) (34,663) (34,623) - (111,674)
Adjusted segment EBITDA 25,557 21,275 15,825 (3,534) 59,123
Depreciation and amortisation of (2,816) (2,174) (2,190) (339) (7,519)
development costs, software and patents
Adjusted operating profit/(loss) 22,741 19,101 13,635 (3,873) 51,604
Amortisation of intangible assets acquired through business combinations (941) (2,680) (2,265) - (5,886)
Fair value movement on contingent consideration - - - (1,358) (1,358)
Business combination-related operating costs - - - (409) (409)
Operating profit/(loss) 21,800 16,421 11,370 (5,640) 43,951
Unallocated expenses
Net finance cost - - - (5,879) (5,879)
Unwinding of discounting on future consideration - - - (455) (455)
Profit/(loss) before tax 21,800 16,421 11,370 (11,974) 37,617
6 months ended 31 January 2025 UK Continental Australasia Central / Eliminations Consolidated
£000 Europe £000 £000 £000
£000
Revenue from contracts with external customers 83,292 68,159 36,382 - 187,833
Cost of sales (excluding amortisation of acquired inventory fair value (40,311) (33,439) (18,224) - (91,974)
adjustment)
Adjusted segment EBITDA 23,855 18,328 9,203 (2,669) 48,717
Depreciation and amortisation of (2,438) (1,905) (1,423) (339) (6,105)
development costs, software and patents
Adjusted operating profit/(loss) 21,417 16,423 7,780 (3,008) 42,612
Amortisation of intangible assets acquired through business combinations (940) (2,680) (1,315) - (4,935)
Amortisation of acquired inventory fair value adjustment - - (4,133) - (4,133)
Business combination-related operating costs - - - (1,945) (1,945)
Operating profit/(loss) 20,477 13,743 2,332 (4,953) 31,599
Unallocated expenses
Net finance cost - - - (2,405) (2,405)
Re-measurement on future consideration - - - (3,057) (3,057)
Re-measurement of financial liability - - - (455) (455)
Profit/(loss) before tax 20,477 13,743 2,332 (10,870) 25,682
The segment analysis reporting disclosures for the prior period have been
updated retrospectively following the July 2024 IFRIC agenda decision on IFRS
8 Segment reporting to include disclosure of material costs, being cost of
sales, included within profit measures reported to the Chief Operating
Decision-Maker.
5. Income tax
Income tax expense is recognised based on management's estimate of the
weighted average effective annual income tax rate expected for the full
financial year.
Our underlying effective tax rate, on adjusted profit before tax, was 22.5%
(H1 2025: 21.5%).
Our statutory effective tax rate for the period was 23.5% (H1 2025: 26.6%).
6. Earnings per share (EPS)
Basic earnings per share is calculated by dividing the profit for the period
attributable to ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the net profit
attributable to ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the period plus the weighted
average number of ordinary shares that would be issued on conversion of any
dilutive potential ordinary shares into ordinary shares. There are 2,802,421
dilutive potential ordinary shares at 31 January 2026 (31 January 2025:
2,077,163).
The following reflects the income and share data used in the basic and diluted
earnings per share computations:
6 months ended 6 months ended
31 January 2026 31 January 2025
£000 £000
Statutory profit attributable to ordinary equity holders 28,793 18,851
Adjusted profit attributable to ordinary equity holders 36,056 30,278
Number
Number
Weighted average number of ordinary shares for basic earnings per share 198,232,020 197,954,910
Effect of dilution from:
Share options 2,802,421 2,077,163
Weighted average number of ordinary shares for diluted earnings per share 201,034,441 200,032,073
Earnings per share
Basic 14.5p 9.5p
Diluted 14.3p 9.4p
Adjusted earnings per share
Basic 18.2p 15.3p
Diluted 17.9p 15.1p
The weighted average number of ordinary shares has increased as a result of
treasury shares held by the Volution Employee Benefit Trust (EBT) during the
period. At 31 January 2026, a total of 1,589,751 (31 January 2025: 1,965,923)
ordinary shares in the Company were held by the Volution EBT, all of which
were unallocated and available for transfer to participants of the Long-Term
Incentive Plan, Deferred Share Bonus Plan and Sharesave Plan on exercise.
During the period, no ordinary shares in the Company were purchased by the
trustees (6 months to 31 January 2025: 225,000) and 423,019 (6 months to 31
January 2025: 410,291) were released by the trustees. The shares are excluded
when calculating the statutory and adjusted EPS.
Adjusted profit attributable to ordinary equity holders has been reconciled in
note 2, adjusted earnings.
See note 15, Glossary of terms, for an explanation of the adjusted basic and
diluted earnings per share calculation.
7. Intangible assets - goodwill
Goodwill Total
£000
Cost and net book value
At 31 July 2024 171,340
On the business combination of Fantech 66,621
Net foreign currency exchange differences (2,176)
At 31 July 2025 235,785
Net foreign currency exchange differences 3,794
At 31 January 2026 239,579
8. Intangible assets - other
Total
2026 £000
Cost
At 1 August 2025 313,062
Additions 921
Disposals (1,573)
Net foreign currency exchange differences 3,906
At 31 January 2026 316,316
Amortisation
At 1 August 2025 187,816
Charge for the period 7,031
Disposals (1,573)
Net foreign currency exchange differences 1,083
At 31 January 2026 194,357
Net book value
At 31 January 2026 121,959
Intangible assets - other, is made up of development costs, software costs,
customer base, trademarks and patents.
9. Business combinations
Subsequent event - AC Industries acquisition
On 2 February 2026, Volution Group acquired 100% of the issued shareholding of
AC Industries (ACI). Headquartered in Sydney Australia, ACI designs,
manufactures and supplies specialist ventilation ducting solutions for
secondary ventilation in underground mines. With its focus on providing
healthy air in underground mines, and via its highly energy efficient ducting
systems which reduce customers' energy consumption and support the energy
transition, ACI is well aligned with the Group's acquisition strategy and core
purpose of delivering "Healthy Air, Sustainably".
ACI will report into Volution's Australasian region, where we currently serve
some above ground mining applications through the Fantech industrial brand,
and will benefit from being supported by our strong and enhanced Australasian
functional resources and leadership capabilities.
Consideration for the acquisition on a cash and debt free basis was AUD $150.3
million (£76.0 million) on completion, followed (in 2027 and 2029) by further
contingent consideration of up to AUD$28.9 million (£14.8 million) based on
EBITDA performance for the period ending 31 July 2029. It was funded from
existing debt facilities including part exercise of the accordion facility
(note 11), with leverage at completion expected to be c1.8x.
Due to the proximity of this acquisition and authorisation of interim review
statements, the Group has not yet completed the process of determining the
fair value of the net identifiable assets of ACI. The operating results and
assets and liabilities of the ACI will be included in Group's results for the
year ending 31 July 2026.
10. Other financial liabilities
2026 Foreign exchange forward contracts Deferred consideration Fantech Contingent consideration Contingent consideration Total
£000 £000 DVS ERI £000
£000 £000
At 1 August 2025 215 28,810 2,572 1,500 33,097
Fair value movement on contingent consideration - - 1,358 - 1,358
Unwinding of discounting on future consideration - 424 - 31 455
Consideration paid - (29,559) - - (29,559)
Fair value adjustment on forward contracts 809 - - - 809
Foreign exchange 50 325 38 69 482
At 31 January 2026 1,074 - 3,968 1,600 6,642
Analysis
Current 1,074 - 3,968 - 5,042
Non-current - - - 1,600 1,600
Total 1,074 - 3,968 1,600 6,642
2025 Foreign exchange forward contracts Contingent consideration Contingent consideration Contingent consideration Contingent consideration Total
£000 Fantech DVS ClimaRad ERI £000
£000 £000 £000 £000
At 1 August 2024 192 - - 16,346 5,530 22,068
Additional liabilities - 29,604 - - - 29,604
Re-measurement of financial liability - - - 455 - 455
Fair value movement - - 2,572 2,023 107 4,702
Unwinding of discounting on future consideration - 749 - 1,998 429 3,176
Consideration paid - - - (20,853) (4,580) (25,433)
Fair Value adjustment 19 - - - - 19
Foreign exchange 4 (1,543) - 31 14 (1,494)
At 31 July 2025 215 28,810 2,572 - 1,500 33,097
Analysis
Current 215 28,810 2,572 - - 31,597
Non-current - - - - 1,500 1,500
Total 215 28,810 2,572 - 1,500 33,097
Consideration liabilities
The fair value of contingent consideration is calculated by estimating the
future EBITDA performance for the acquired company. These estimates are based
on management's knowledge of the business and how the current economic
environment is likely to impact performance. The relevant future cash flows
are dependent on the specific terms of the sale and purchase agreement. The
assessed contingent liability is discounted to present value using the
discount rates for the relevant CGU. The assessed liability is discounted
using the discount rates for the relevant CGU.
The unwinding of liability discounting was £455,000 and related primarily to
the Fantech deferred consideration paid in the current period (H1 25:
£1,270,000 relating to 2024 ClimaRad and ERI contingent liabilities).
The fair value movement of £1,358,000 relates to the remeasurement of DVS
contingent consideration for the period ending 31 March 2026 to the maximum
payout of NZD 9 million based on DVS performance in H1 26 and expected
performance for the remaining period of the earn out. Given the short period
remaining in the earnout period, there can be no material variation to the
value of the period end liability as a result of any reasonably possible
performance fluctuations.
In December 2024, the original contingent consideration from the acquisition
of ERI was extended to include a potential payment of €0 to €6,000,000
based on EBITDA performance for the year ending 31 December 2029, with the
threshold set at €10,000,000 and the maximum payable at €11,000,000. There
has been no change in our expectations of EBITDA performance in the assessment
period, with the small increase of £100,000 from 31 July 2025 liability
attributable to unwinding of discounting and foreign exchange impact, bringing
the recognised liability to £1,600,000. The maximum present value of ERI
contingent consideration is £4,550,000 and therefore there can be no material
variation to the value of the period-end liability because of fluctuations in
EBITDA performance.
In H1 25 the fair value movement was £699,000, resulting from re-measurement
of performance for the 2024 ClimaRad and ERI earn-out periods.
11. Interest-bearing loans and borrowings
31 January 2026 31 July 2025
Current Non-current Current Non-current
£000 £000 £000 £000
Unsecured - at amortised cost
Borrowings under the revolving credit facility (maturing September 2028) - 249,066 - 144,730
Cost of arranging bank loan - (1,696) - (1,335)
- 247,370 - 143,395
Other loans (maturing September 2026) 185 - - 317
Lease liabilities 6,348 36,446 6,396 33,309
Total 6,533 283,816 6,396 177,021
Revolving credit facility - at 31 January 2026
Currency Amount Termination Repayment Rate %
outstanding date frequency
£000
GBP - 9 September 2028 One payment Sonia + margin%
Euro 66,153 9 September 2028 One payment Euribor + margin%
Australian Dollar 166,445 9 September 2028 One payment AUD - BBSY+ margin%
Swedish Krona 16,468 9 September 2028 One payment Stibor + margin%
Total 249,066
Revolving credit facility - at 31 July 2025
Currency Amount Termination Repayment Rate %
outstanding date frequency
£000
GBP - 9 September 2027 One payment Sonia + margin%
Euro 65,997 9 September 2027 One payment Euribor + margin%
Australian Dollar 63,248 9 September 2027 One payment AUD - BBSY+ margin%
Swedish Krona 15,485 9 September 2027 One payment Stibor + margin%
Total 144,730
The interest rate on borrowings includes a margin that is dependent on the
consolidated leverage level of the Group in respect of the most recently
completed reporting period. For the period ended 31 January 2026, Group
leverage was equal or below 1.5:1 and therefore the margin remains at 1.50% in
H2 2026.
The Group remained comfortably within its banking covenants, which are tested
semi-annually. As at 31 January 2026, the multiple of EBITDA to net finance
charges was 12.5 (31 July 2025: 13.6; 31 January 2025: 16.7), against a
covenant minimum ratio of 4.0, and the multiple of net borrowings to EBITDA
(leverage) was 1.3 (31 July 2025: 1.2; 31 January 2025: 1.5), against a
covenant maximum ratio of 3.0.
On 9 January 2026, the Group increased its multicurrency 'Sustainability
Linked Revolving Credit Facility' from £230,000,000 to £270, 000,000, with a
remaining accordion facility of £30,000,000 (31 July 2025: £70,000,000),
reducing to £240,000,000 in October 2027.
As at 31 January 2026, the Group had undrawn, committed bank facilities of
£20,934,000 (31 July 2025: £85,270,000), an uncommitted accordion facility
of £30,000,000 (31 July 2025: £70,000,000) and £106,353,000 of cash and
cash equivalents (31 July 2025: £18,780,000), having drawn down funds in
anticipation of the completion of the ACI acquisition on the 2 February 2026.
12. Fair values of financial assets and financial liabilities
The Group uses the following hierarchy for determining and disclosing the fair
value of financial instruments by valuation technique:
· Level 1 - quoted (unadjusted) prices in active markets
for identical assets or liabilities;
· Level 2 - other techniques for which all inputs that
have a significant effect on the recorded fair value are observable, either
directly or indirectly; and
· Level 3 - techniques which use inputs which have a
significant effect on the recorded fair value that are not based on observable
market data.
Financial instruments carried at fair value comprise the derivative financial
instruments and the contingent consideration in note 11. For hierarchy
purposes, derivative financial instruments are deemed to be Level 2 as
external valuers are involved in the valuation of these contracts. Their fair
value is measured using valuation techniques, including a DCF model. Inputs to
this calculation include the expected cash flows in relation to these
derivative contracts and relevant discount rates.
Contingent consideration is deemed to be Level 3.
13. Dividends paid and proposed
6 months ended 6 months ended
31 January 2026 31 January 2025
£000 £000
Cash dividends on ordinary shares declared and paid
Final dividend for 2025: 7.40 pence per share (2024: 6.2 pence) 14,682 12,278
Proposed dividends on ordinary shares
Proposed interim dividend for 2026: 4.0 pence per share (2025: 3.4 pence) 7,936 6,727
A final dividend payment of £14,682,000 is included in the consolidated
statement of cash flows relating to 2026 (2025: £12,278,000).
The Board has declared an interim dividend of 4.0 pence per ordinary share in
respect of the half year ended 31 January 2026 (6 months to 31 January 2025:
3.40 pence per ordinary share) which will be paid on 5 May 2026 to
shareholders on the register at the close of business on 27 March 2026. The
total dividend payable has not been recognised as a liability in these
accounts. The Volution EBT has agreed to waive its rights to all dividends.
14. Related party transactions
Transactions between Volution Group plc and its subsidiaries, and transactions
between subsidiaries, are eliminated on consolidation and are not disclosed in
this note.
No material related party balances, other than those transactions that have
been eliminated on consolidation, exist as at 31 January 2026 or 31 January
2025.
There were no material transactions or balances between the Company and its
key management personnel or members of their close family. At the end of the
period, key management personnel did not owe the Company any amounts (H1 2025:
Nil).
15. Glossary of terms
Adjusted basic and diluted EPS: calculated by dividing the adjusted
profit/(loss) for the period attributable to ordinary equity holders of the
parent by the weighted average number of ordinary shares outstanding during
the period.
Diluted earnings per share amounts are calculated by dividing the adjusted net
profit/(loss) attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the period plus
the weighted average number of ordinary shares that would be issued on
conversion of any dilutive potential ordinary shares into ordinary shares.
There are 2,802,421 dilutive potential ordinary shares at 31 January 2026 (31
January 2025: 2,077,163).
Adjusted EBITDA: adjusted operating profit before depreciation and
amortisation.
Adjusted finance costs: finance costs before net gains or losses on financial
instruments at fair value and the exceptional write-off of unamortised loan
issue costs upon refinancing.
Adjusted operating cash flow: adjusted EBITDA plus or minus movements in
operating working capital, less net investments in property, plant and
equipment and intangible assets less the operating activities part of the
contingent consideration.
Adjusted operating profit: operating profit before adjustments for
re-measurement of contingent consideration, costs of business combinations,
amortisation of acquired inventory fair value adjustments and amortisation of
assets acquired through business combinations.
Adjusted profit after tax: profit after tax before adjustments to
re-measurement of contingent consideration, net gains, or losses on financial
instruments at fair value, costs of business combinations, amortisation of
acquired inventory fair value adjustments, amortisation of intangible assets
acquired through business combinations and the tax effect on these items.
Adjusted profit before tax: profit before tax before adjustments for
re-measurement of contingent consideration, net gains, or losses on financial
instruments at fair value, costs of business combinations, amortisation of
acquired inventory fair value adjustments and amortisation of assets acquired
through business combinations.
Adjusted tax charge: the statutory tax charge less the tax effect on the
adjusted items.
CAGR: compound annual growth rate.
Cash conversion: is calculated by dividing adjusted operating cash flow by
adjusted EBITA.
Constant currency: to determine values expressed as being at constant currency
we have converted the income statement of our foreign operating companies for
the 6 months ended 31 January 2026 at the average exchange rate for the period
ended 31 January 2025.
EBITDA: profit before net finance costs, tax, depreciation, and amortisation.
Net debt: bank borrowings and lease liabilities less cash and cash
equivalents.
Operating cash flow: EBITDA plus or minus movements in operating working
capital, less share-based payment expense, less net investments in property,
plant and equipment and intangible assets.
ROIC: measured as adjusted operating profit for the year divided by average
net assets adding back net debt, acquisition related liabilities, and historic
goodwill and acquisition related amortisation charges (net of the associated
deferred tax).
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